EX 4.3





                     CHESAPEAKE CORPORATION


                               to


                      THE BANK OF NEW YORK,
                                       Trustee




                      ____________________





                  SECOND SUPPLEMENTAL INDENTURE




                   Dated as of October 4, 1999




                  Supplementing the Indenture,
                    dated as of July 15, 1985







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     SECOND SUPPLEMENTAL INDENTURE, dated as of October 4,  1999,
between CHESAPEAKE CORPORATION, a corporation duly organized  and
existing  under the laws of the Commonwealth of Virginia  (herein
called  the "Company"), having its principal office at TWO  JAMES
CENTER, 1021 EAST CARY STREET, RICHMOND, VIRGINIA 23219, and  THE
BANK  OF  NEW YORK, a banking corporation organized and  existing
under  the laws of the State of New York (as successor to  Sovran
Bank, N.A.), as Trustee (herein called the "Trustee").

                            RECITALS

     WHEREAS,  the  Company and the Trustee  are  parties  to  an
Indenture,  dated  as of July l5, 1985, as  amended  by  a  First
Supplemental  Indenture thereto dated as  of  September  1,  1989
(collectively  the  "Indenture"), relating to the  issuance  from
time  to  time by the Company of its Securities on  terms  to  be
specified at the time of issuance;

     WHEREAS, Section 902 of the Indenture provides, among  other
things, that with the consent of the Holders of not less than 51%
in  principal amount of the Outstanding Securities of each series
affected, by Act of such holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution,  and
the  Trustee  may  enter into an indenture  supplemental  to  the
Indenture  for  the  purpose  of  changing  or  eliminating   any
provision  of  the  Indenture,  subject  to  certain  limitations
therein set forth;

     WHEREAS,   the   Company  proposes,  through  a   Restricted
Subsidiary,  to  enter into a joint venture with respect  to  its
commercial  tissue business (the "Joint Venture"), and  for  such
Restricted Subsidiary to indemnify its Joint Venture partner with
respect  to  such partner's guarantee of certain indebtedness  of
the Joint Venture;

     WHEREAS, for the avoidance of doubt, the Company proposes by
this  Second  Supplemental Indenture to amend  the  Indenture  in
certain  respects  with  respect to each  series  of  Outstanding
Securities  and  to  waive certain provisions  of  the  Indenture
potentially relating to the Joint Venture; and

     WHEREAS,   all   things  necessary  to  make   this   Second
Supplemental  Indenture  a valid agreement  of  the  Company,  in
accordance with its terms, have been done.

                            AGREEMENT

     NOW,  THEREFORE,  the  Company  and  the  Trustee  agree  as
follows:

     1.   The first clause (2) of Section 1005 of the Indenture is
amended to read as follows:




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          (2)  will  not  permit  any  Restricted  Subsidiary  to
               incur, issue or assume any unsecured Debt;
     2.   Section 801 of the Indenture is specifically confirmed as
having  no  applicability  to  the proposed  Joint  Venture,  the
Holders  of each series agreeing that the transfer by the Company
to  the  Joint  Venture  shall  not constitute  a  conveyance  or
transfer of all or substantially all the properties and assets of
the Company.
3.   Except as modified herein, the Indenture, as heretofore
supplemented and amended, is ratified and confirmed in all
respects.

     4.   Capitalized terms used herein but not defined herein shall
have the respective meanings assigned to them in the Indenture.

     IN  WITNESS  WHEREOF, the parties hereto  have  caused  this
Second  Supplemental  Indenture to be duly  executed,  and  their
respective seals to be hereunto affixed and attested, all  as  of
the date first above written.

[CORPORATE SEAL]                   CHESAPEAKE CORPORATION



                                   By:  /s/  William T. Tolley
                                             William T. Tolley
                                         Title:  Senior Vice
                                         President - Finance
                                         and Chief Financial Officer

Attest:

     /s/  J.P. Causey Jr.
          J.P. Causey Jr.
Title:  Secretary















                               -3-


[CORPORATE SEAL]                   THE BANK OF NEW YORK



                                   By:  /s/  Mary Beth Lewicki
                                             Mary Beth Lewicki
                                         Title:  Vice President




































                               -4-
COMMONWEALTH OF VIRGINIA
CITY OF RICHMOND


     On  this 7th day of October, 1999, before me personally came
William T. Tolley, to me known, who, being by me duly sworn,  did
depose  and  say that he is Senior Vice President -  Finance  and
Chief  Financial Officer of CHESAPEAKE CORPORATION,  one  of  the
corporations  described  in  and  which  executed  the  foregoing
instrument; that he knows the seal of said corporation; that  the
seal  affixed to said instrument is such corporate seal, that  it
was  so  affixed by authority of the Board of Directors  of  said
corporation,  and  that  he  signed  his  name  thereto  by  like
authority.


[SEAL]                                  /s/  Cecile L. Johnson
                                             Cecile L. Johnson
                                             Notary Public

My Commission expires:
February 28, 2000







STATE OF NEW YORK
COUNTY OF NEW YORK

      On the 12th day of October, 1999, before me personally came
Mary Beth Lewicki, to me known, who, being by me duly sworn,  did
depose and say that he/she is a Vice President of THE BANK OF NEW
YORK, one of the corporations described in and which executed the
foregoing  instrument;  that  he/she  knows  the  seal  of   said
corporation,  that  the seal affixed to said instrument  is  such
corporate seal; that it was so affixed by authority of the  Board
of  Directors of said corporation, and that he/she signed his/her
name thereto by like authority.



[SEAL]                                  /s/  Edward Souter
                                             Edward Souter
                                             Notary Public

My Commission expires:
July 15, 2001




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